NanoGroup S.A. has reached a major milestone on the path towards consolidating the market. The Company has signed an investment agreement with Auxilius Pharma S.A., which is developing, among other projects, a treatment for angina pectoris (AUX-001) under the cost-efficient Value Added Medicines model, with the potential to secure a partnering agreement in 2027.. The agreement provides, among other things, for a share exchange through which NanoGroup will increase its equity stake to as much as 100% of Auxilius Pharma’s share capital. In return, AUX shareholders will receive shares in the biotechnology group at an agreed exchange ratio and at an issue price of PLN 4.20 per NanoGroup S.A. share. The transaction will be cashless. The agreement also provides for the appointment of Jędrzej Litwiniuk, President of Auxilius Pharma, to the NanoGroup Management Board. Significant shareholders of NanoGroup and Auxilius Pharma will be subject to an 18-month lock-up.

Auxilius Pharma S.A. specialises in developing Value Added Medicines (VAM)—medicines that use active pharmaceutical ingredients that have already been studied and approved for use, but employ modern formulations designed to improve treatment effectiveness and patient convenience. Its business model, based on VAM development under the 505(b)(2) regulatory pathway, enables development timelines to be significantly shortened, costs reduced and risk lowered, while facilitating strategic partnerships in clinical development and the commercialisation of innovative medicines. The AUX-001 project is currently undergoing a Phase 1b clinical trial, supporting expectations that a partnering agreement could be concluded as early as next year.

The signed agreement represents another stage in NanoGroup’s plan to integrate Auxilius Pharma into the Group it is building. In May 2025, the companies signed a letter of intent outlining the direction of their discussions. Following these discussions, NanoGroup invested PLN 7.5 million through the ffVC fund in the U.S.-market-focused company as part of a PLN 15 million investment round. Auxilius is using the funding to develop its AUX-001 molecule. The AUX-001 project being developed by Auxilius Pharma has a relatively short, lower-risk path to market and the potential to secure a partnering agreement as early as 2027.

The new investment agreement sets out the terms of the planned share exchange, which is intended to make NanoGroup the majority shareholder of AUX, with the aim of ultimately acquiring 100% of Auxilius Pharma’s shares. Under the agreed exchange ratio, Auxilius shareholders will receive 11.2 NanoGroup shares for each AUX share. For the purposes of the transaction, NanoGroup has been valued at PLN 179 million, corresponding to PLN 4.20 per newly issued Company share. Auxilius Pharma has been valued at nearly PLN 109.2 million, corresponding to PLN 47.04 per AUX share. All valuations and the exchange ratio were prepared by independent experts and submitted for review by an auditor. The share exchange will involve the issuance of up to 26 million new shares by the Company, and the entire transaction will be cashless.

Following the adoption of the relevant resolutions by the General Meeting and publication of the information document relating to the public offering of new shares, NanoGroup intends to make an offer to subscribe for shares to the founders and all shareholders of Auxilius Pharma. The offer is expected to provide a period of at least 30 business days for entering into agreements to subscribe for newly issued NanoGroup shares.

The investment agreement also provides for restrictions on the disposal of NanoGroup shares by existing significant NanoGroup shareholders and Auxilius Pharma shareholders participating in the transaction. The lock-up prohibits the disposal of NNG shares for 12 months from the date of the agreement, followed by a further six months of restrictions. The lock-up will expire in full 18 months after the agreement date. It covers Auxilius Pharma shareholders holding more than 90% of its shares and existing significant NanoGroup shareholders who are parties to the agreement. The remaining Auxilius Pharma shareholders, holding approximately 8% of its shares, will be permitted to sell the NNG shares received through the exchange only in block trades.

President of Auxilius Pharma, ensuring continuity in the company’s development. In addition, at its most recent General Meeting, NanoGroup put a resolution concerning the appointment of a new Supervisory Board to a vote. As a result, on 25 June this year, Jakub Tatak and Tomasz Zastawny were appointed to the Supervisory Board.President of Auxilius Pharma, ensuring continuity in the company’s development. In addition, at its most recent General Meeting, NanoGroup put a resolution concerning the appointment of a new Supervisory Board to a vote. As a result, on 25 June this year, Jakub Tatak and Tomasz Zastawny were appointed to the Supervisory Board.

Jędrzej Litwiniuk is President of the Management Board and, together with Dr Uwe Tigör, co-founder of Auxilius Pharma. He is responsible for the company’s strategic development and for setting the direction of its projects, particularly AUX-001. An experienced executive, he combines specialist project management expertise with a deep understanding of the life sciences market. He gained experience at, among others, the LUX MED and PZU Zdrowie groups and the Enterprise Investors fund. He is a graduate of SGH Warsaw School of Economics and Columbia University Mailman School of Public Health.

Tomasz H. Zastawny is an experienced executive and leader with more than 25 years of experience in the U.S. life sciences sector, spanning pharmaceuticals, biotechnology and medical devices. He specialises in strategic management, innovation implementation, mergers and acquisitions, and bringing breakthrough therapies to global markets. He actively supports business development and international expansion and serves on the supervisory boards of healthcare and technology companies, including PVR, TrialHer, Auxilius Pharma and Clara Health.

Jakub Tatak is a finance executive with nearly 30 years of experience. Since 2018, as Chief Financial Officer and a member of the Management Board of the Lux Med Group, he has been responsible for areas including mergers and acquisitions, financial management, investment and the maintenance of medical centres. Before joining Lux Med, Jakub worked at PolCard, part of First Data Corporation, where, from 1997 onwards, he held a number of finance positions, including Director of Financial Planning and Control and Director of Internal Audit and Security, among others.

The investment agreement and the integration of Auxilius Pharma represent a major milestone in the implementation of NanoGroup’s development strategy. The Company is diversifying its project portfolio by adding a venture with reduced risk and a faster route to market. It is also broadening its shareholder base with long-term, high-quality investors and strengthening its leadership with industry executives who have many years of experience. Together, these factors represent a significant strengthening of NanoGroup’s position in the biotechnology market.

The investment agreement and the integration of Auxilius Pharma mark a major step forward in NanoGroup’s development strategy. The Company is diversifying its project portfolio with a venture offering lower risk and a faster path to market. In addition, the lock-up commitments undertaken by existing and new investors send a strong signal to the market of their confidence in the execution of the strategy. The Company’s leadership is also being strengthened by industry executives with extensive experience. All these factors significantly reinforce NanoGroup’s position in the biotechnology market.